Drafting Florida LLC Operating Agreements: Lessons From A Recent Appeal

In an important decision out of Florida's Third District Court of Appeal, KADA 13, LLC v. Georgetown Holdings, Inc., No. 3D25-0303 (Fla. 3d DCA Feb. 11, 2026), the Court affirmed a trial court ruling that one co-trustee/manager of an LLC could unilaterally transfer the company's sole real property asset without the other co-trustee's consent. This was based on the express language in the operating agreement and related trust documents.

The case arose from a contentious divorce. KADA 13, LLC was a single-asset company holding a parcel of property in Miami. In January 2022, the parties executed an operating agreement naming both spouses as co-trustees with independent authority to "sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all of the property or assets of the Company" without the other's consent.